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HomeMy WebLinkAbout1992-06-08 92-310 ORDER92 310 /✓ Date June 1, 1992 ItenfM6� Z9 Authorising Execution of Contract with Bangor Item/Sublee: Center Management Corporation Resporuible Department Community and Economic Development Commenury: This Order authorizes the City Manages to execute a Contract with the Bangor Center Management Corporation for the purpose of providing management services and administration of the Develop- ment program for the Bangor Center Development District for the period July 1, 1992 - June 30, 1993. The proposed budget is $47,000 which is a 45% decrease from 1991-1992. The Corporation did not, request general fund support for the upcoming fiscal year. The proposed Contract would provide reimbursement to the City of up to $5,900 for out of pocket expenses in administering the program and reimbursement to the City of up to $22,000 for additional law enforcement services in the District (2 officers during the summer months and in December). D,rq1 ` Marwger's Common c Ciry Ma CCcauf . umgn Associated Informetion:a Budget Approval: £im«DimRm Legal Approval: Oty sai,iro, Imrodueed For passage First Reading page_ of ❑ Referral q4 A irmtoCommc&m Sazl June 8,1992 92 310 CITY OF BANGOR (TITLE.) Wrbtr, Authorizing Execution of Contract with Bangor Center Management Corporation BV tis City Cmnm of 14 MY of Deaver: ORDERED, THAT the City Manager Is hereby authorized and directed, n behalf of the City of Bangor, toexecute a contract, a copy of which is on file in the Office of the City Clerk, with the Bangor Center Management Corporation for purposes of providing nanagement services and administration of the development program for the Bangor Center Development District for the period July 1, 1992 - June 30, 1993. 92-310 ;!, ORDER IN CITY COUNCIL Tune 8, 1992 Title, itle, . AptAo*}zing axecuti°p.°:. Cpp.zepc, v?.tB CITY CLEM Bangor Center Nanageaent Corporation ...................................... �4ta ............ /..... �uTC1Nan 92 310 AGREEMENT made and entered into the day of , 1992, at Bangor, Maine, by and between the CITY OF BANGOR, a Maine munici- pality located in Penobscot County, State of Maine (herein termed the "CITY"), and BANGOR CENTER MANAGEMENT CORPORATION, of Bangor, Penobscot County, State of Maine (herein termed the "CORPORATION"). WITNESSETH, WHEREAS, the CORPORATION has expertise and experience in the business of centralized management, marketing and promotional events involving the Bangor Center Development District; and WHEREAS, the CITY wishes to secure the services of the CORPORATION in connection with the CITY'S efforts to promote and development the Bangor Center Development District (herein termed "BCDD"),aan active, vital multi -functional central business district; and WHEREAS, the CITY and the CORPORATION have agreed upon the terms, conditions and compensation under and pursuant to Which the CORPORATION will provide such services as an independent contractor with the CITY, and do now desire and intend to set forth herein the full, sale and exclusive Terme of their AGREEMENT, NOW, THEREFORE, in consideration of the foregoing recitals, and of the payments to be made hereunder by the CITY to the CORPORATION, and of the undertakings and performances to be made and performed hereunder by the CORPORATION, and for other valuable considerations, the CITY and the CORPORATION do hereby covenant and agree as followat 1. SERVICES. The CORPORATION shall perform and render manage- ment, promotional, marketing, landscaping and supplemental law enforcement services to and for the benefit of the CITY during the Period of this AGREEMENT, as an independent contractor with the CITY, and for the sole and exclusive use and benefit of the CITY, namely those services and activities described in the Bangor Center Management Corporation Program and Budget 1992 - 1993 as adopted by the Bangor City Council by its passage of Council Order 92-_ on - 1992 and incorporated herein as Addendum A. 2. INDEPENDENT CONTRACTOR. In the rendering of the services provided for above, the CORPORATION shall at all times act within the limitations of this AGREEMENT. It shall not hold itself out to be an agency or office of the CITY, and shall be at all times an indepen- dent contractor with the CITY. While it shall not be required to account for its staff's time n n hourly or daily basis, it is understood and agreed that theCORPORATION shall, during the term of this AGREEMENT, and any extension thereof, devote a majority of its 92 310 staff -a time to providing such services. Further, it is understood that the CORPORATION shall not undertake any additional consulting or advisory services for any other client in any manner in conflict with the purposes and objectives of this AGREEMENT, or with the interests of the CITY, except with the express prior written consent of the CITY. In the event the CORPORATION pursues other activities or enterprises not contemplated hereunder within the Bangor Center Development District, such activities or enterprises shall be authorised only if the CORPORATION first makes suitable arrangements with the CITY by separate AGRBBMENT or by amendment to this AGREBNBNT. 3. FEES. The CORPORATION shall be compensated for all services to be rendered hereunder on an annual basis of Forty -Three Thousand Dollars ($43,000.00) for the duration of this Agreement, to be paid in installments of 758, Thirty -Two Thousand Two Hundred Fifty Dollars ($32,250.00), on July 1, 1992, and 25%, Ten Thousand Seven Hundred Fifty Dollars ($10,750.00) to be due January 1, 1993. It i understood that the CORPORATION shall be solely and exclusively responsible for all expenses incurred by it and its staff. It i further agreed that expenses which are not directly related to the services to be rendered hereunder, shall not be the responsibility of the CITY. 4. TERM. The term of this AGREEMENT shall commence on July 1, 1992 and shall expire on June 30, 1993. 5. OPTION. The execution of this Agreement shall not be deemed to constitute an option to continue this AGREEMENT beyond its expiration date. My extension or continuation of this Agreement will be negotiable subject to re -negotiation by either party. My renewal of this Agreement by the CITY shall depend on the CITY OF BANGOR'S approval of the performance of the CORPORATION'S work, the City Council's prior approval of an additional appropriation for such work. 6. TERMINATION BY CITY. This AGREEMENT may be terminated by the CITY, upon thirty (30) days advance written notice to the CORPORATION, in the event that; (a) The CORPORATION shall fail or refuse to perform the management, marketing and promotional services provided for hereunder; provided, however, that no such failure shall be declared by the CITY hereunder without first giving the CORPORATION written notice of the specific details and grounds of any such alleged failure, and a reasonable opportunity to cure same; or sz 310 (b) In the event the CORPORATION shall engage in any activities or business In conflict with the interests of the CITY arising out of the CORPORATION'S obligations and undertakings hereunder; or (c) In the event that the CORPORATION shall willfully disregard any express written instruction, authoriza- tion or prohibition given to it by the CITY, or shall be convicted of any crime. Notwithstanding the above, the CORPORATION shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of the AGRERMENT by the CORPORATION, and the CITY may withhold any payment to the CORPORATION for the purpose of setoff until such time as the exact amount of damages due the CITY from the CORPORATION is determined. 7. TERMINATION BY CORPORATION. This AGREEMENT may be terminated by the CORPORATION, upon the giving of thirty (30) days written notice; in the event that the CITY, for any reason, shall fail to promptly meet any of its financial obligations to the CORPORATION hereunder. S. DELIVERY OF RECORDS. Upon the expiration of the term or any extension thereof, or upon the termination of this AGREENENT pursuant to either paragraph 7 or 8 above, the CORPORATION shall deliver to the CITY all of its files and other data, excepting only personal correspondence files, relating to any projects with respect to which it shall have been involved hereunder, and shall not thereafter knowingly utilize any of such information or data in any manner contrary to the interests of the CITY. 9. ASSIGNMENT. This AGREEMENT has been made and entered into by and between the CITY and BANGOR CENTER MANAGEMENT CORPORATION. It is agreed that this AGREEMENT may not be assigned to any third party without the prior expressed written consent of the CITY. 10. APaICABLE LAN, CONTROL. This AGREEMENT has been made and entered into and shall be construed under the Laws of the State of Maine including the previsions of Chapter 207, Municipal Development Districts, Title 30-A M.R.S.A. §§5251-5260. The CORPORATION may at all times conclusively reply upon the authority of the person from time to time designated as the City Manager with respect to all matters, instructions and authorizations required hereunder. 11. NOTICES. Notices to the CITY provided for In this AGREEMENT shall be sufficient if sent by registered or certified mail, return receipt requested, postage prepaid, to City Manager, City of Bangor, City Hall, 73 Barlow Street, Bangor, Maine 04401; and notices to the CORPORATION to be sent by registered or certified mail, return receipt requested, postage prepaid, to Bangor Center Management Corporation, c/o Community s Economic Development Dept. 73 Barlow St., Bangor, Maine 04401; or to such other respective addresses as the parties may designate to each other in writing from time to time. 92 310 12. CHANGES. The CITY may, from time to time, request changes in the scope of their services of the CORPORATION to be performed hereunder. Such changes, including any increase or decrease in the amount of the CORPORATION'S compensation, which are mutually agreed upon by and between the CITY and the CORPORATION, shall be incorporated in written amendments to this AGREEMENT. 13. ANTI-xICEBACR ROLES. Salaries of persons performing work under this AGREEMENT shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are permitted by law. The CORPORATION shall comply with all applicable "Anti -Kickback" laws and shall insert appropriate provisions in all subcontracts covering work under this AGREEMWT to ensure compliance by subcontractors with such laws. 14. EOUAL EMPLOYMENT OPPORTUNITY. During the performance of this AGREEMENT, the CORPORATION will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, handicap, or national origin. The CORPORATION will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, age, handicap or national origin. The CORPORATION will, in all solicitations or advertisements for employees state that all qualified applicants will receive con- sideration for employment without regard to race, color, religion, sex, age, handicap or national origin. 15. COMPLIANCE WITH LOCAL LAWS. The CORPORATION shall comply with all applicable laws, ordinances, and codes of the State and local governments, and shall commit no trespass on any public or private property In performing any of the work embraced by this AGREEMENT. The CORPORATION shall not engage in any activities, or expend any funds provided by the CITY for activities not permitted under the provisions of Title 30-A M.R.S.A. S55251-5260. 16. SUAC MCONTRTING. The CORPORATION shall be fully respon- sible to the CITY for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by the CORPORATION. 17. INTEREST OF MEMBER OF THE CITY. No member of the governing body of the CITY, and no other public official, of floor, employee, or agent of the CITY shall have any personal interest, direct or indirect, in this AGREEMENT. 92 310 18. INTEREST OF CORPORATION. The CORPORATION Covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The CORPORATION further cove- nants that in the performance of this AGREEMENT no person having any such interest shall be employed. 19. ACCESS TO RECORDS. The CITY, or any of Its duly authorized representatives shall have access to any books, documents, papers, and records of the CORPORATION which are directly pertinent to this AGREEMENT for the purpose of making audit examination, excerpts, and transcriptions. The CORPORATION shall preserve all such records for a period of seven years. Me CORPORATION shall maintain full and correct books and records showing in detail its income and expenses; will permit the CITY and its representatives to examine said books and records and all supporting vouchers and data any time, and from time to time upon request by the CITY at the place in which such books and records are customarily kept; and CORPORATIOR hereby agrees to furnish to the CITY within sixty (60) days after the close of each fiscal year an audited financial statement of the operation of the CORPORATION reflecting income (including sources thereof) and expenses, such statement to be prepared by a certified or other competent accountant satisfactory to the CITY. 20. MUNICIPAL DEVELOPMENT DISTRICT ADVISORY BOARD. The CITY by passage of Council Order 85-325 on October 16, 1985 established a Municipal Development District Advisory Board under the provisions of 30 M.R.S.A. 54870 to advise the City Council on matters pertaining tol (1) establishment of a municipal development district for the Bangor Center Revitalization Area, or any portion thereof, (2) planning, construction and implementation of any development program for any such district, and (3) maintenance and operation of any such district after completion of any development program. The CORPORATION shall provide to the Municipal Development District Advisory Board such information as requested by the Board to enable the Board to carry out its responsibilities as outlined herein. 21. "PORTS. The CORPORATION shall prepare and deliver to the Municipal Development District Advisory Roard, and to the City Manager of the City Of Bangor for distribution to the City Council of the City of Bangor, quarterly reports describing the CORPORATION activities and progressin performing the services and activities described in the Bangor Center Management Coruscation Program and Budget 1992-1993 as adopted by the Bangor City Council by its passage of Council Order 92- on , 1992 and incorporated herein as Addendum A. The reports shall be delivered no later than the last working day of the month of September 1992, December 1992, March 1993, and June 1993. Nine copies of the report shall be delivered to the Municipal Development District Advisory Board and ten copies to the CITY. 92 310 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT at Bangor, males, on the day and year first above stated. Signed, Sealed and Delivered in the Presence of CITY OF BANGOR By: Edward A. Barrett Its City Manager BANGOR CENTER MANAGEMENT CORPORATION Byt Angela R. Nickerson Its President